3M CO — Capital/Financing Update 2012

Jun 26, 2012

8-K 1 a12-15364_18k.htm 8-K

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934*

*Date of Report (Date of earliest event reported): June 21, 2012*

*3M Company (Exact name of registrant as specified in its Charter* )

Delaware (State or other jurisdiction of incorporation) 1-3285 (Commission File Number) 41-0417775 (I.R.S. Employer Identification No.)

3M Center, St. Paul, Minnesota (Address of Principal Executive Offices) 55144-1000 (Zip Code)

Registrant’s telephone number, including area code: (651) 733-1110

*Not Applicable* (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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*Item 8.01. Other Events*

The exhibits filed herewith are exhibits to the Registration Statement on Form S-3 (file no. 333-176082) of 3M Company (the “Company”), filed with the Securities and Exchange Commission on August 5, 2011. On June 21, 2012, the Company entered into a Terms Agreement with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and the other Agents named therein relating to the sale of $650,000,000 aggregate principal amount of the Company’s 1.000% Notes due 2017 and $600,000,000 aggregate principal amount of the Company’s 2.000% Notes due 2022, issued off of the Company’s $3,000,000,000 Medium-Term Notes Program, Series F.

*Item 9.01. Financial Statements and Exhibits.*

(d) Exhibits

Exhibit No.	Description
1.1	Terms Agreement relating to the issuance and sale of the Company’s 1.000% Notes due 2017 and 2.000% Notes due 2022
5.1	Opinion of Gregg M. Larson relating to the Company’s 1.000% Notes due 2017 and 2.000% Notes due 2022

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*SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 26, 2012
By:	/s/ Gregg M. Larson
	Gregg M. Larson,
	Deputy General Counsel and Secretary

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